Getty Images (GETY) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on October 8, 2026, with voting rights for shareholders of record as of August 17, 2026.

• Key proposals include director elections, auditor ratification, a reverse stock split, and amendments to equity and employee stock purchase plans.

• The Board recommends voting in favor of all proposals and emphasizes the importance of maintaining NYSE listing.

• Proxy materials are distributed primarily online to enhance efficiency and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors, ratifying Ernst & Young LLP as auditor, approving a reverse stock split, and amending the 2022 Equity Incentive and Employee Stock Purchase Plans.

• The reverse stock split aims to maintain NYSE listing by increasing share price, with a ratio between 1-for-5 and 1-for-20 at the Board's discretion.

• Amendments to the equity and ESPP plans increase share reserves to support ongoing employee and director incentives.

• Shareholder proposals for the 2027 meeting must be submitted by April 30, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of ten members divided into three staggered classes, with director nominations governed by a Stockholders Agreement.

• A majority of directors are independent, and the Board separates the roles of Chair and CEO.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independence standards.

• Annual self-evaluations are conducted for the Board and its committees.